Balfour Beatty PLC — Proxy Solicitation & Information Statement 2013

Apr 8, 2013

The Class Meeting of Preference Shareholders will take place on Thursday 16 May 2013 at 11.45 am at the Park Plaza Victoria, 239 Vauxhall Bridge Road, London SW1V 1EQ.

How to get to the Park Plaza Victoria

Parking: limited on-street parking around the Park Plaza Victoria. Public transport is recommended.

Location: two minutes' walk from Victoria mainline rail and underground station.

Victoria mainline station: Gatwick Express, Southeastern trains and Southern Railway.

Victoria underground station: Circle, District and Victoria lines.

Bus: routes 2, 11, 16, 24, 36, 38, 44, 52, 73, 82, 148, 170, 185, 211, 436, 507, C1, C2 and C10 serve Victoria station.

Victoria Coach Station: approximately 10 minutes' walk from the venue.

Notes to the Proxy Form:

• (i) Every holder of preference shares is entitled to appoint as his/her proxy another person, who need not be a shareholder of the Company, to exercise all or any of his/her rights to attend, speak and vote at the meeting. If you wish to restrict the rights of your proxies please cross out either or both of the words "speak" or "vote" as you deem appropriate. For convenience, the appointment of the Chairman has already been included. If you wish to appoint the Chairman, you need only complete, sign and date in the space provided (see reverse). If you wish to appoint someone other than the Chairman as your proxy, you should insert the name of your proxy in the space provided (see reverse) and delete the words "the Chairman of the Meeting or". If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of preference shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement. Unless you give specific instructions on how to vote on a particular resolution, your proxy may vote as he or she thinks fit.
• (ii) To appoint more than one person as your proxy, you may photocopy the Form of Proxy in relation to each proxy you wish to appoint, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by you. Each Form should clearly indicate the name of the proxy (see reverse), and the number of preference shares in relation to which they are authorised to act as your proxy. Please also indicate if the proxy instruction is one of multiple instructions being given. The Chairman of the Class Meeting may be appointed as one of your multiple proxies provided you follow the instructions set out in this Form. All Forms must be signed and should be returned together in the same envelope.
• (iii) The "Vote Withheld" option is provided to enable you to abstain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
• (iv) To be valid this Form must be signed and received by Capita Registrars no later than 11.45 am on 14 May 2013. Only the first named joint holder need sign the Form. If the holder is a corporation, the Form must show the company's common seal, or be signed on its behalf by an attorney or officer stating their capacity (e.g. director or secretary). Any power of attorney or other authority under which this Form of Proxy is signed (or a certified copy of such power or authority) must be included with it.
• (v) UK shareholders should reply by posting their Form of Proxy to Capita Registrars in the envelope provided. No stamp is required. Shareholders with addresses outside the UK should reply by posting their Form of Proxy in an envelope to: Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.
• (vi) Shares held in uncertificated form (i.e. CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual and in the Notice of Class Meeting. Shareholders who wish to vote electronically via the internet may do so via www.balfourbeatty-shares.com. If you have not previously done so, you will need to register to use the service.
• (vii) All enquiries relating to this Form should be directed to Capita Registrars: Telephone 0871 664 0300 from the UK (calls cost 10p per minute plus network extras) and +44 20 8639 3999 from outside the UK (Monday to Friday 8.30 am to 5.30 pm, UK time).

Attendance Card

Class Meeting of Preference Shareholders 16 May 2013

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Barcode:

Investor Code:

Signature of person attending

Please read the Notice of Class Meeting and the accompanying notes carefully before completing the Form of Proxy.

Form of proxy

Class Meeting of Preference Shareholders 16 May 2013

If you plan to attend the Class Meeting (see overleaf), please bring this card with you and hand it in to the shareholder registration desk on arrival. It shows that you are entitled to attend and vote at the Class Meeting and will speed up admission to the meeting. Registration will commence at 10.00 am.

You can now access the Annual Report and Accounts 2012 and the Notice of Class Meeting at www.balfourbeatty.com.

You can vote electronically via the Balfour Beatty Share Portal at www.balfourbeatty-shares.com. If not already registered, you will need your Investor Code (shown below).

Investor Code:

Barcode:

Event Code:

I/We being a member of the Company hereby

appoint the Chairman of the Meeting or No. of preference shares over which proxy appointed

as my/our proxy to attend, speak and vote in respect of my/our voting entitlement† on my/our behalf at the Class Meeting of Preference Shareholders of Balfour Beatty plc to be held at 11.45 am on Thursday 16 May 2013 at the Park Plaza Victoria, 239 Vauxhall Bridge Road, London SW1V 1EQ, and at any adjournment thereof. I/We have indicated with an "X" how I/we wish my/our votes to be cast on the following resolution.

† For the appointment of more than one proxy, please refer to note (ii) overleaf. Please tick the box opposite if this proxy appointment is one of multiple appointments being made. Resolution Please mark "X" in the appropriate box to indicate how you wish to vote

	For	Vote Against withheld
To consider and, if thought fit, pass the following resolution as a special resolution:
To sanction the passing and implementation of Resolution 18 set out in the Company's Notice of Annual General Meeting dated 8 April 2013 and each and every contract to purchase shares entered into within the terms of the authority thereby conferred.
Your Board recommends that you vote in favour of the above resolution.
To assist with arrangements, if you will be attending the meeting in person, please tick the box opposite